f8k_ex10-1.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
10.1

    EMPLOYMENT
AGREEMENT

    
 

    
 

    AGREEMENT, effective as of
October 1, 2008, between KENNETH M. DARBY (hereinafter called "Darby") and VICON
INDUSTRIES, INC., a New York corporation, having its principal place of business
at 89 Arkay Drive, Hauppauge, New York  11788 (hereinafter called the
"Company").

     

    WHEREAS, Darby has previously
been employed by the Company, and

     

    WHEREAS, the Company and Darby
mutually desire to assure the continuation of Darby's services to the
Company,

     

    NOW, THEREFORE, in
consideration of the premises and the mutual covenants herein set forth, the
parties covenant and agree as follows:

     

    1.                      Employment.  The
Company shall employ Darby as its Chief Executive Officer (CEO) throughout the
term of this Agreement, and Darby accepts such employment.

     

     2.                      Term.  The
term of this Agreement shall commence as of the date of this Agreement and
expire on September 30, 2009.

     

     3.                      Compensation.

     

    A. The
Company shall pay Darby a base salary of
$400,000 per annum.  Darby’s salary shall be paid to him through the
end of the term even if he should relinquish the CEO title and no longer have
the responsibilities as CEO.

     

    B.  Darby's
base salary shall be payable monthly or bi-weekly.

     

    C. 
Darby shall also be entitled to fully paid family
medical, dental, and hospital coverage utilizing doctors and hospitals of his
choosing and continuation of Darby’s individual long term disability
insurance.

     

    D. 
The Company may only terminate this Agreement for
reasons of “Gross Misconduct”.  “Gross Misconduct” shall mean(a) a
wilful, substantial and unjustifiable refusal to substantially perform the
duties and services required by this Agreement; (b) fraud, misappropriation or
embezzlement involving the Company or its assets; or (c) conviction of a felony
involving moral turpitude.

     

    4.            
Extent and Places of
Services; Vacation

     

    A.  Darby
shall establish the strategic vision, operating policy and direct, supervise and
oversee the operations of the Company.  He shall advise and report to
the Board of Directors.  Darby shall also assume and perform such
additional reasonable responsibilities and duties as the Board of Directors and
he may from time to time agree upon.

    
       

      B.  Darby
shall devote his full time, attention, and
energies to the business of the Company.

    

     

    C. Darby
shall not be required to perform his services
outside the Hauppauge, New York area or such other area on Long Island, New York
as shall contain the location of the Company's headquarters.

     

    D.   The
Company shall provide Darby with a Company paid auto, office space, secretary,
telephones and other office facilities appropriate to his duties.

     

    E.    Darby
shall be entitled to five (5) weeks paid vacation per annum.  Darby
shall not be entitled to any payment of unused vacation or sick time at the
conclusion of this Agreement.

     

    5.            
Covenant not to
Compete.  Darby agrees that during the term
of this Agreement and for a period of five years thereafter unless the Company
shall breach this agreement, he shall not directly or indirectly anywhere in the
world engage in, or enter
the employment of or render any services to any other entity engaged in, any
business of a similar nature to or in competition with the Company's business of
designing, manufacturing and selling CCTV security equipment and protection
devices anywhere in the United States, Europe and Asia.  Darby further
acknowledges that the services to be rendered under this Agreement by him are
special, unique, and of extraordinary character and that a material breach by
him of this section will cause the Company to suffer irreparable damage; and
Darby agrees that in addition to any other remedy, this section shall be
enforceable by negative or affirmative preliminary or permanent injunction in
any Court of competent jurisdiction.

     

    6.            
Termination Payment on
Change of Control.

     

    A.  Notwithstanding
any other provision of this Agreement, if a "Change of Control" occurs Darby, at
his option, may elect to terminate his obligations under this Agreement and to
receive a lump sum termination payment, without reduction for any offset or
mitigation, in an amount equal to the balance owing under this
Agreement.

    
       

      B. 
A
"Change of Control" shall be deemed to have occurred
if any entity shall directly or indirectly acquire a beneficial ownership of 50%
or more of the outstanding shares of capital stock of the Company or any other
event meeting the definition of “Change of Control” under IRS Section
409A.

       

    

    C.  Darby's
option to elect to terminate his obligations and to receive a lump sum
termination payment may be exercised only by written notice delivered to the
Company within 30 days following the date on which Darby receives actual notice
of Change of Control.

     

    D.  The
lump sum payment shall be made within 30 days of the Company's receipt of
Darby's notice of election.

     

    7.           
Death or
Disability.  The Company may terminate this Agreement, if
during the term of this Agreement Darby becomes so disabled for a period of six
months that he is substantially unable to perform his duties under this
Agreement throughout such period. In addition, this Agreement shall
automatically terminate upon Darby’s death.  Such termination shall
not release the Company from liability to Darby for compensation earned to the
date of the termination under this section.

     

    8.           
Arbitration.  Any
controversy or claim arising out of, or relating to this Agreement, or the
breach thereof, shall be settled by arbitration in the City of New York in
accordance with the rules of the American Arbitration Association then in
effect, and judgement upon the award rendered be entered and enforced in any
court having jurisdiction thereof.

     

    9.           
Miscellaneous.

     

    A. 
This agreement may not be waived, changed, modified or discharged orally, but
only by agreement in writing, signed by the party against whom enforcement of
any waiver, change, modification, or discharge is sought.

     

    B. 
This Agreement shall be governed by the laws of New York applicable to contracts
between New York residents and made and to be entirely performed in New
York.

     

    C. 
If any part of this Agreement is held to be unenforceable by any court of
competent jurisdiction, the remaining provisions of this Agreement shall
continue in full force and effect.

     

    
      D.  
A "Change of Control" shall be deemed to have and be
binding upon, the Company, its successor, and assigns.

    

     

    E. 
This Agreement is intended to supersede, on its effective date, an Employment
Agreement dated August 28, 2007 between the Company and Darby.

     

    IN WITNESS WHEREOF, the
parties hereto have duly executed this Agreement.

     

    


      
        	 
      	
                VICON
      INDUSTRIES, INC.

              
	 	 
	
                /s/ Kenneth M.
      Darby

              	
                /s/ Peter F.
      Neumann

              
	
                Kenneth
      M. Darby

              	
                Peter
      F. Neumann

              
	 
      	
                Chairman

              
	 
      	
                Compensation
      Committee

              
	
                Date:
      August 7, 2008